-1- CSA Staff Notice 51-354 Report on Climate change-related Disclosure Project April 5, 2018 Table of Contents Introduction Executive Summary Part 1 Substance and Purpose 1.1 Purpose of Notice 1.2 Structure of Notice Part 2 Overview of Disclosure Requirements 2.1 Climate Change-related Risks 2.2 Risk Management and Oversight 2.3 Controls and Procedures 2.4 Materiality Part 3 Work Completed 3.1 Review of International Disclosure Requirements and Voluntary Frameworks 3.2 Disclosure Review 3.3 Stakeholder Outreach Part 4 Key Themes 4.1 Current Disclosure Practices 4.2 Materiality of Climate Change-Related Risk 4.3 Users Perspectives 4.4 Issuers Perspectives 4.5 Current Disclosure Requirements and Frameworks and Potential Future Trends Part 5 CSA Plans for Future Work 5.1 Summary 5.2 Guidance and Education 5.3 New Disclosure Requirements 5.4 Areas of Ongoing Work Appendix A Definitions and Abbreviations
-2- Introduction Staff (staff or we) of the Canadian Securities Administrators (CSA) are publishing this notice to report on the findings of our project to review the disclosure by reporting issuers (issuers) of risks and financial impacts associated with climate change. The project included research, consultations and review of mandatory continuous disclosure (CD) documents, sustainability reports and other voluntary disclosures in relation to climate change-related risks, financial impacts and related governance. Executive Summary On March 21, 2017, the CSA announced a project to review the disclosure of risks and financial impacts to issuers associated with climate change, and the governance processes related to them (the Project). The objectives of the Project were: to assess whether current securities legislation in Canada and guidance are sufficient for issuers to determine what climate change-related disclosures they should provide, to better understand what climate change-related information investors need in order to make informed voting and investment decisions, and to see whether or not issuers are providing appropriate disclosures in this regard. In connection with the Project, we conducted: research in respect of the current or proposed climate change-related regulatory disclosure requirements in selected jurisdictions outside of Canada as well as disclosure standards contained in certain voluntary frameworks related to climate change, a targeted review of current public disclosure practices of selected large Canadian issuers in a number of industries with respect to climate change-related information (the Disclosure Review), a voluntary and anonymous on-line survey designed to solicit feedback from a wider range of TSX-listed issuers (the Issuer Survey), and focused consultations with issuers, users and other stakeholders (the Consultations). The work conducted in connection with the Project is discussed in greater detail in Part 3 of this notice. We identified a number of key themes arising out of our work on the Project, which are discussed at length in Part 4 of this notice: We developed a better understanding of Canadian issuers current disclosure practices in relation to climate change-related information. These are discussed in section 4.1 of this notice.
-3- We gained insight into users 1 and issuers perspectives on the materiality of climate changerelated risks and opportunities and the associated financial impacts. A discussion of this issue is presented in section 4.2 of this notice. We consulted extensively with users during the Project. We sought to understand their disclosure needs, whether those needs were being met by issuers, and their suggestions for improvement. The insights gained from our Consultations with users are discussed in section 4.3 of this notice. We also consulted with issuers with respect to their interactions with users of climate changerelated information, as well as the challenges involved in identifying climate change-related risks and opportunities, quantifying impacts, and preparing meaningful disclosure of material information. The issuer perspectives we obtained from the Disclosure Review, the Issuer Survey and the Consultations are discussed in section 4.4 of this notice. Finally, section 4.5 of this notice discusses current disclosure requirements and voluntary disclosure frameworks in relation to climate change-related risks, opportunities and impacts, as well as possible future trends in their development. Part 5 of this notice provides a brief overview of our plans for future work in this area, both in the nearterm and on an ongoing basis. Briefly, we anticipate such work to include the following: developing guidance and educational initiatives which are useful to issuers across a wide range of industries with respect to the business risks and opportunities and potential financial impacts of climate change, considering new disclosure requirements regarding corporate governance in relation to business risks, including climate change-related risks, and risk oversight and management, monitoring the quality of issuers disclosure and the evolution of best disclosure practices in this area, to assess whether further work needs to be done to ensure that Canadian issuers disclosure continues to develop and improve, and whether investors require additional types of climate change-related disclosure to make investment and voting decisions, and monitoring developments in reporting frameworks, evolving disclosure practices and investors need for additional types of climate change-related disclosure to make investment and voting decisions, including whether disclosure requirements in relation to Scope 1 and Scope 2 greenhouse gas (GHG) emissions are warranted in the future. Appendix A contains a glossary of defined terms and abbreviations which appear throughout this notice. 1. Substance and Purpose 1.1 Purpose of notice The focus on climate change-related issues in Canada and internationally has grown rapidly in recent years. Various stakeholders are seeking improved disclosure on the material risks, opportunities, financial impacts and governance processes related to climate change. There has also been a proliferation of 1 In this notice we define users to include institutional investors, investor advocates, experts, academics, credit rating agencies and analysts.
-4- voluntary disclosure frameworks that focus on climate change-related issues, including the Final Report - Recommendations of the Financial Stability Board s Task Force on Climate-related Financial Disclosures (TCFD Recommendations) in June 2017. Lastly, the regulatory environment is changing, as evidenced by the pan-canadian framework on clean growth and climate change and the Canadian federal government s commitment under the Paris Agreement to reduce GHG emissions, including by 30 per cent below 2005 levels by 2030. As a result of the growing interest and concern in this area, the CSA announced the Project on March 21, 2017. 2 The Project was focused on climate change-related risks and opportunities that impact an issuer and its business, as opposed to the impact an issuer has or may have on climate change. As a result, climate change-related risks and opportunities are not viewed as an industry-specific issue, but rather as a category of risks and opportunities affecting issuers across a wide range of industries. The objectives of the Project were: to assess whether current securities legislation in Canada and guidance are sufficient for issuers to determine what climate change-related disclosures they should provide, to better understand what climate change-related information investors need in order to make informed voting and investment decisions, and to see whether or not issuers are providing appropriate disclosures in this regard. This notice provides an overview of the findings of the Project and also sets out the CSA s plans for further work in this area. 1.2 Structure of notice This notice is structured as follows: In Part 2, we provide an overview of the current disclosure requirements under securities legislation in Canada and previously issued guidance. In Part 3, we discuss the work that has been completed in connection with the Project. In Part 4, we set out the key themes that we have identified from the Project. In Part 5, we outline the proposed direction of future CSA work in this area. 2. Overview of Disclosure Requirements Current securities legislation in Canada requires disclosure of certain climate change-related information in an issuer s regulatory filings, if such information is material. As discussed in CSA Staff Notice 51-333 Environmental Reporting Guidance (SN 51-333), which was published on October 27, 2010, a number of disclosure requirements relating to environmental matters are found in the principal rules governing CD, including National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101), National Instrument 52-110 Audit Committees (NI 52-110) and National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings (NI 52-109). Furthermore, guidance on corporate governance practices is provided in National Policy 58-201 Corporate Governance Guidelines (NP 58-201). 2 https://www.securities-administrators.ca/aboutcsa.aspx?id=1567
-5- The following is a brief summary of requirements pertaining to the disclosure of climate change-related risks and risk management and oversight, as well as guidance on materiality as a determining factor for whether a particular climate change-related matter requires disclosure. This summary is primarily derived from existing guidance in SN 51-333. It is not intended to provide legal advice and is not an exhaustive overview of issuers disclosure obligations in relation to climate change-related information. Issuers are encouraged to review SN 51-333, and should refer to applicable securities legislation to assess their respective climate change-related disclosure obligations. 2.1 Climate change-related risks Item 5.2 of Form 51-102F2 Annual Information Form (Form 51-102F2) requires an issuer to disclose, in its AIF, risk factors relating to it and its business that would be most likely to influence an investor s decision to purchase the issuer s securities. Accordingly, any climate change-related risks that are determined to be material to the issuer must be disclosed pursuant to this item. Moreover, item 1.4(g) of Form 51-102F1 Management s Discussion & Analysis (Form 51-102F1) requires an issuer to discuss, in its MD&A, its analysis of its operations for the most recently completed financial year, including commitments, events, risks or uncertainties that it reasonably believes will materially affect its future performance. The following chart highlights some of the potential climate change-related risks and impacts (including examples of specific financial impacts that may result from climate change-related risks), the materiality of which should be considered by an issuer: Risks Impact Financial Impact Physical Changing weather patterns Water availability and quality Regulatory Asset damage Health and safety Operational disruptions Transportation interruptions Restriction of licenses, availability and use Asset write-offs Capital expenditures Increased costs Reduced revenues Current/changing regulations Compliance Impact on market demand Restriction of licenses, availability and use Market restrictions Increased costs Capital expenditures Reduced revenues Asset valuations Early retirement or writeoffs Reputational Employees and investors attitudes Regulatory violations Reduced availability of capital Litigation/penalties Reduced demand for goods/services Asset write-offs Increased costs Reduced revenues
-6- Business Model Changes in demands for products/services Renewable energy Energy efficient products Lower demand Higher costs for transition Lower revenues Increased costs Higher cost of capital/limited access to capital Asset write-offs 2.2 Risk management and oversight NP 58-201 and NI 52-110 establish guidelines and requirements which are intended to assist issuers in the implementation of policies and practices required for effective corporate governance and oversight over their business, including the identification and management of business risks. SN 51-333 discusses two sets of disclosure requirements that provide insight into how issuers are managing material risks: (i) disclosure of environmental policies fundamental to operations, and (ii) disclosure of board mandate and committees. SN 51-333 also highlights the three levels of oversight that issuers disclosure is subject to. i) Environmental policies fundamental to operations Item 5.1(4) of Form 51-102F2 requires issuers to describe environmental policies that are fundamental to their operations and the steps taken to implement them. This requirement is an opportunity for issuers to establish appropriate policies to manage material environmental risks and is also useful to investors in providing insight into how such risks are managed. The term policy should be read broadly and may include policies for climate-change related issues, sustainable development or the reduction of GHG emissions. When discussing its environmental policies, an issuer should evaluate and describe the impact that such policies may have on its operations. This discussion may include a quantification of the costs associated with these policies, where such information is reasonably available and would provide meaningful information to investors. ii) Board mandate and committees Section 3.4 of NP 58-201 states that an issuer s board should adopt a written mandate that explicitly acknowledges responsibility for, among other things: (i) adopting a strategic process and approving, at least annually, a strategic plan that takes into account the opportunities and risks of the business; and (ii) the identification of the principal risks of the issuer s business and ensuring the implementation of appropriate systems to manage these risks. Pursuant to Form 58-101F1 Corporate Governance Disclosure, non-venture issuers are required to disclose the text of their board mandate, or if the board does not have a written mandate, to explain how they delineate roles and responsibilities. In addition, both venture and non-venture issuers are required to identify and describe the function of any standing committees (other than audit, compensation and nominating committees), which would include environmental or other committees responsible for managing climate change-related issues, and to disclose the text of the audit committee s charter. For some issuers, the audit committee may have responsibility for, among other things, environmental risk management. Such disclosure should provide insight into: the development and periodic review of the issuer s risk profile, the integration of risk oversight and management into the issuer s strategic plan,
-7- the identification of significant elements of risk management, including policies and procedures to manage risk, and the board s assessment of the effectiveness of risk management policies and procedures, where applicable. iii) Oversight of disclosure Oversight systems, processes and controls are necessary to ensure that an issuer provides a meaningful discussion of material climate change-related matters in their CD documents. NI 52-110 requires an issuer s audit committee to review its financial statements and MD&A, and NI 51-102 requires the approval of same by the board of directors, although the approval of interim filings may be delegated to the audit committee. NI 52-109 requires an issuer s Chief Executive Officer and Chief Financial Officer to certify certain matters in relation to the financial statements, MD&A and, if applicable, AIF. In fulfilling their oversight functions, audit committees, boards and certifying officers should consider, among other things, the assessment management has made regarding the materiality of climate changerelated matters, and whether the disclosure made in securities regulatory filings is consistent with this assessment. 2.3 Controls and procedures To support the review, approval and certification process discussed above, an issuer must have adequate controls and procedures in place for its disclosure of material information, including climate changerelated information. The audit committee and certifying officers have key responsibilities in establishing these controls and procedures. In particular, the audit committee has responsibilities under NI 52-110 in respect of procedures in place for the review of the issuer s public disclosure of financial information extracted or derived from financial statements. 2.4 Materiality As a general rule, materiality is the determining factor in considering whether information is required to be disclosed. 3 As provided in Form 51-102F1 and Form 51-102F2, information is likely material where a reasonable investor s decision whether or not to buy, sell or hold securities of the issuer would likely be influenced or changed if the information was omitted or misstated. Section 2.1 of SN 51-333 provides a number of guiding principles for issuers seeking to make materiality determinations, which can be briefly summarized as follows: there is no bright line test for materiality, materiality must be considered in light of all the facts available, the determination of materiality is a dynamic process that depends on the prevailing relevant conditions at the time of reporting, the time horizon of a known trend, demand, commitment, event or uncertainty may be relevant to an assessment of materiality, and 3 We note, however, that certain disclosure requirements in Canada, including disclosure relating to corporate governance, are not subject to a materiality standard.
-8- where doubt exists as to the materiality of particular information, issuers are encouraged to disclose such information. Among the various risks and opportunities considered by issuers, those related to climate change should also be assessed to determine whether they meet the materiality threshold as risks and opportunities must be disclosed in issuers regulatory filings. 3. Work Completed The work we have completed in connection with the Project includes: research in respect of the current or proposed climate change-related regulatory disclosure requirements in selected jurisdictions outside of Canada as well as disclosure standards contained in certain voluntary frameworks related to climate change, the Disclosure Review, the Issuer Survey, and the Consultations. We were able to obtain valuable feedback through the Disclosure Review, Issuer Survey and Consultations. Key findings from the above-noted work are discussed in Part 4 of this notice. 3.1 Review of international disclosure requirements and voluntary frameworks We reviewed climate change-related disclosure requirements in the securities laws of the United States, the United Kingdom and Australia. We also conducted a review and analysis in respect of the following four voluntary frameworks for sustainability reports or the voluntary disclosure of climate change-related risks and financial impacts: the TCFD Recommendations, the International Integrated Reporting Framework published by the International Integrated Reporting Council (the IR Framework) 4, the Global Standards for Sustainability Reporting published by the Global Reporting Initiative (the GRI Framework), and the Climate Risk Technical Bulletin (the SASB Framework) published by the Sustainability Accounting Standards Board (SASB). Our research focused on the identification of areas in which current securities disclosure requirements in Canada are consistent with the requirements of these other jurisdictions and frameworks, as well as areas in which these requirements differ. 4 For clarity, the IR Framework is a principles-based reporting framework that is not solely limited to sustainability reporting.
-9-3.2 Disclosure Review The following table outlines the attributes of the Disclosure Review, including the criteria for the sample of issuers selected, the documents reviewed and the topics and questions that were considered. The purpose of the Disclosure Review was to assess the extent to which material climate change-related risks, financial impacts and related governance disclosure is being provided in CD filings and voluntary reports. In addition, we reviewed voluntary disclosure provided by the selected issuers to gain a better understanding of additional climate change-related disclosure being provided, and to assess whether potentially material information had been omitted from issuers CD filings. Attributes of the Disclosure Review Who was selected? 78 issuers from the S&P/TSX Composite Index. Which documents were reviewed? What types of topics/questions were considered? Wide range of industries, including: finance and insurance, communications, consumer products, industrial, investment companies, mining, oil and gas, oil and gas services, pipelines, real estate, technology, transportation, environmental services and utilities. Market Capitalization ranged from $650 million to nearly $140 billion, with the largest proportion of issuers (38%) within the $1 billion to $5 billion range. CD filings: o financial statements, MD&As, AIFs, and information circulars. Voluntary disclosures: o issuers websites, sustainability reports and other voluntary reports/presentations, public surveys, etc. Nature and extent of climate change-related disclosure: o o o What types of information did issuers include in CD filings? What information did issuers include in voluntary disclosure? Did issuers disclose their governance and risk management processes related to climate change-related risks and impacts? Current disclosure practices: o o We reviewed issuers climate change-related disclosure in relation to existing disclosure requirements under securities legislation in Canada. We reviewed issuers voluntary disclosure for potentially material climate change-related information which was omitted from their CD filings. Comment Letters Two jurisdictions issued comment letters to issuers seeking clarification on specific issues in relation to the topics and
-10- questions listed above. 3.3 Stakeholder outreach i) Issuer Survey All TSX-listed issuers were invited to complete the Issuer Survey. The Issuer Survey was an anonymous survey intended to solicit candid responses from a broad population of issuers. We received responses from 97 TSX-listed issuers representing a cross-section of sizes and industries. The following table highlights the key features of the Issuer Survey: Key Features of the Issuer Survey Market Capitalization Ranged from under $25 million to over $1 billion. Largest group of respondents (45%) was over $1 billion. Industry 13 industries (plus other ) represented. Top four industries by number of respondents: mining (24%), oil and gas (19%), and finance/insurance and industrial (each, 8%). Topics Covered Issuers current climate change-related disclosure practices. Costs and challenges associated with climate change-related disclosure. Governance and risk oversight in respect of climate changerelated risks. Investor demand for climate change-related disclosure. ii) Consultations CSA staff held 50 Consultations, comprising both one-on-one and focus group consultations with a wide range of stakeholders, a significant portion being issuers and users of disclosure, as illustrated below:
-11- Who Did We Consult? 9% Investors (23%) 2% 23% Reporting Issuers (28%) Stock Exchanges/Rating Agencies (3%) 21% Investor Advocates (5%) Industry Associations (3%) CSA Advisory Committees (6%) 6% 3% 5% 3% 28% Professional Advisors and other Experts (21%) Academics (2%) Non-Governmental Organizations (9%) The Consultations were intended to allow staff to obtain information from stakeholders on a wide range of topics such as the following: Topics Addressed in the Consultations Users We discussed users current and future demands for climate change-related disclosure. We sought users views with respect to the adequacy of current climate change-related disclosure for their investment and voting decisions. Users provided insight into which types of climate change-related disclosure are material to them and decision-useful and which are not. We solicited users views regarding the adequacy of current Canadian disclosure requirements and guidance in relation to the disclosure of climate change-related risks and impacts. Issuers We canvassed issuers regarding current practices in relation to the voluntary and involuntary disclosure of climate change-related information in Canada and elsewhere. Issuers identified challenges they had encountered in seeking to satisfy user demand for climate change-related disclosure. Issuers provided insight into their governance and risk management processes in relation to climate change-related risks, and how they go about assessing the materiality of climate change-related information. We discussed the current and anticipated costs and other regulatory burdens to issuers associated with the preparation and disclosure of climate change-
-12- related information. Others We sought the views of legal, accounting and engineering advisors with respect to the collection and presentation of climate change-related disclosure, including the disclosure of scenario analysis and other forward-looking information. We gained insight into current trends in relation to the disclosure of climate change-related risks and impacts from academics, consultants and others with expertise in this area. 4. Key Themes Based on the work we have completed in connection with the Project, we have identified a number of key themes, which are discussed in more detail below. 4.1 Current disclosure practices The following is a summary of our findings regarding the current disclosure practices of issuers with respect to climate change-related information: Key Points Our Disclosure Review, which examined CD filings against existing securities disclosure requirements in Canada, did not result in any re-filings, restatements or other corrective actions being requested; however, we noted variations in disclosure practices and room for improvement in the disclosure of several issuers. 56% of the issuers whose disclosure we reviewed provided specific climate change-related disclosure in their MD&A and/or AIF, with the remaining issuers either providing boilerplate disclosure, or no disclosure at all. 28% of respondents to the Issuer Survey indicated that they provided climate-change related disclosure in their regulatory filings. More issuers provided climate change-related disclosure in their voluntary reports, with 85% of the issuers reviewed in our Disclosure Review and 32% of the respondents to the Issuer Survey providing this information in voluntary reports. The climate change-related risk most discussed was regulatory risk. Few of the issuers we reviewed disclosed their governance and risk management practices respecting climate change. To the extent that climate change-related risk was not provided in CD documents, the principal reason given by issuers was that such disclosure was not material from a Canadian securities law perspective. The prevalence of climate change-related disclosure increased with the size of the issuer. We found that climate change-related disclosure was also more common among issuers in certain industries, notably those in the oil and gas industry. Some issuers in other industries provided significantly less disclosure in respect of the implications of climate change for their business and operations, or no disclosure at all. Of the various voluntary disclosure frameworks used, most issuers applied the GRI Framework. The main reason cited for choosing a particular framework was that it is commonly used in the issuer s industry.
-13- i) Climate change-related disclosure in regulatory filings and voluntary reports Our Disclosure Review, which examined CD filings against existing securities disclosure requirements in Canada, did not result in any re-filings, restatements or other corrective actions being requested; however, we noted variations in disclosure practices and room for improvement in the disclosure of several issuers. Based on our Disclosure Review, the majority of issuers reviewed provided climate change-related disclosure in their regulatory filings. Specifically, 56% provided specific disclosure in their MD&A and/or their AIF, 22% provided boilerplate disclosure and 22% provided no disclosure at all. Climate change-related information disclosed in issuers regulatory filings was lower for Issuer Survey respondents, as 28% indicated that they currently disclose climate change-related information in their regulatory filings. Voluntary reporting of climate change-related information was higher, as 85% of the issuers reviewed in our Disclosure Review provided voluntary climate change-related disclosure. Similarly, respondents to the Issuer Survey also indicated a higher percentage of voluntary climate change-related information relative to their regulatory filings, with 32% of respondents indicating that they provide this information in voluntary filings. Specifically, 61% of issuers reviewed identified climate change-related risks in their voluntary disclosures; 90% of those issuers also disclosed how they were managing those risks. ii) Types of climate change-related information disclosed The following table outlines the types of climate change-related risk disclosure provided by Issuers in the Disclosure Review: 43% 90% Type of Risk 33% 31% 18% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Regulatory, policy or legal Physical (acute and/or chronic) Market Reputation Technology As indicated in the table above, the most prevalent risk noted was regulatory risk. The findings from our Disclosure Review were generally consistent with the results of the Issuer Survey, which identified regulatory risk as being the most commonly disclosed climate-change related risk (64%). We also noted that the extent of disclosure was most significant in respect of regulatory risk. For example, issuers were more likely to discuss the historical or potential impact of regulatory change and policies and/or strategies to address this risk. This is consistent with the feedback from our Consultations, in which issuers advised that they considered this risk to be the most immediate (in terms of current impact) and tangible (as to actual costs and rates that issuers are incurring or expect to occur).
-14- Based on our Disclosure Review, for those climate change-related risks that were discussed in issuers AIFs, 41% of the risk disclosures did not address the financial impact of those risks, 34% disclosed that the impact cannot be determined at this time, 18% disclosed that the impact is not expected to be material and 7% provided specific disclosure regarding the financial impact. Relatively few issuers explicitly disclosed climate change-related considerations in their governance disclosure. Based on our Consultations and the Issuer Survey, we understand that this responsibility generally falls under an issuer s health, safety and environment (or comparable) committee or other risk committee; however, this information was seldom articulated in regulatory filings. We noted through the Disclosure Review that a majority of issuers (55%) disclosed the existence of a board committee charged with responsibility for environmental or sustainability-related matters. iii) Reasons for non-disclosure of climate change-related risks Based on the results of the Disclosure Review, two jurisdictions issued comment letters to some issuers to gain insight into their reasons for not disclosing certain climate change-related risks. The key takeaways noted from our inquiries were as follows: In many cases, the issuers confirmed that they had considered climate change-related risks and concluded that they did not rise to the level of materiality from a securities law perspective. With respect to physical climate change-related risks, some issuers concluded that based on a consideration of both quantitative and qualitative factors (the relevant conditions at the time of reporting, the probability of an event or trend occurring, and the magnitude of the impact on their business) such risks are not material. In some other responses, issuers indicated that they had addressed climate change-related risks through disclosure of broader physical or environmental risks in their CD documents. They adopted this approach because they were of the view that uncertainty exists with respect to the specific effects of climate change which prevents a reliable assessment of how, or to what extent, climate change, considered in isolation, would affect previously identified physical risks affecting the issuer s operations. When asked about the quantification of regulatory climate change-related risks, some issuers indicated that the current impact of existing regulations does not rise to the level of materiality from a securities law perspective. Further, they viewed changes in policy and regulatory frameworks to be uncertain, which presented challenges for issuers to predict the financial impact of these risks. Similarly, for the 58% of respondents to the Issuer Survey that indicated they do not disclose climate change-related information, the top three reasons cited were: 1) their conclusion that climate change-related risks are not material to the issuer at this time, 2) the lack of a common framework for measuring the impacts of climate change at this time, and 3) a lack of interest on the part of stakeholders. The materiality of climate change-related risks and opportunities was a central and reoccurring theme that arose in our Project. This is discussed further in section 4.2 of this notice. iv) Climate change-related disclosure by issuer size and industry In general, we found that the breadth and quality of disclosure increased as an issuer s market capitalization increased. We also found that as market capitalization increased, so did the proportion of issuers that provided climate change-related disclosure. For example, while 58% of the Issuer Survey
-15- participants did not disclose any climate change-related information in their regulatory or voluntary disclosures, issuers with a market capitalization greater than $1 billion were more likely than not to disclose (53% reported that they disclose) versus issuers under $1 billion (of whom only 34% reported that they disclose). All of the issuers with market capitalizations greater than $25 billion, whose disclosure we reviewed as part of our Disclosure Review, provided voluntary climate change-related disclosure. The results of our Disclosure Review also indicated that issuers in the oil and gas industry were generally more likely to include climate change-related disclosure in their regulatory filings compared to other industries, especially with respect to regulatory risks (e.g., relating to carbon taxes and cap and trade programs). Oil and gas was also the only industry 5 in which a majority of the respondents to the Issuer Survey indicated that they currently disclose climate change-related information. v) Frameworks and GHG calculation methods While we noted some issuers that disclosed their GHG emissions in their CD filings, we found that 73% of issuers in our Disclosure Review only disclosed emissions-related metrics in their voluntary disclosures. Similarly, the majority of issuers that participated in the Issuer Survey (86%) indicated that they disclose GHG emissions in their voluntary disclosure. This was the most common type of voluntary disclosure provided by those respondents to the Issuer Survey. Based on the Disclosure Review, 41% of issuers did not reference a third-party framework for their voluntary climate change-related disclosure. Of the issuers that did reference a specific voluntary disclosure framework, 82% applied the GRI Framework, however, several other frameworks were also used. Consistent with the Disclosure Review, our Issuer Survey results indicated that the GRI Framework was the most widely used of the voluntary reporting frameworks (being used by 79% of the respondents that indicated that they provide voluntary disclosure). The main reason cited for choosing a particular framework was that it was commonly used in the issuer s industry. While issuers emphasized that one size does not fit all, many issuers within the same industry tended to adopt the same framework. We also noted that, based on our Disclosure Review, 74% of the issuers that provided voluntary climate change-related disclosure had responded to the CDP survey, of which 90% had made their response available to the public. A review of the publicly available CDP survey responses for issuers in the oil and gas industry, for example, showed that most issuers that disclose their GHG emissions used a combination of multiple calculation standards and guidance to determine their emissions. There did not appear to be a single, consistently-used standard, even within industries. 4.2 Materiality of climate change-related risk Key Points As a general rule, information is required to be disclosed under securities laws in Canada if it is material. As such, the topic of materiality assumed a central role in our Consultations and the other work performed in connection with the Project. Users and issuers offered a wide range of perspectives on the materiality of climate change-related risks and opportunities. Most of the users consulted considered climate change-related risks to be a conventional business 5 Where Issuer Survey results provide breakdowns or trends by industry, only the industries that had at least six respondents were included, as the other industries may not comprise a representative sample given their small size.
-16- issue affecting issuers in a wide range of industries, and not solely a sustainability or environmental issue. In their view, the significance of these risks is not adequately reflected in the CD documents of Canadian issuers. Most of the issuers consulted acknowledged the materiality of some climate change-related information, such as risk factors and regulatory considerations, while noting that other climate change-related information is either not material, or is currently so uncertain or remote that its ultimate materiality and financial impact cannot be assessed or quantified at the present time. Certain users were of the view that issuers should be required to disclose whether they specifically considered climate change-related risks and opportunities in their materiality assessments. Uncertainty surrounding the timing and measurement of climate change-related risks presented a particular challenge for issuers with respect to assessing their materiality and, consequently, their inclusion in, or omission from, regulatory filings. As a general rule, information is required to be disclosed under securities laws in Canada if it is material. Although securities laws in Canada do not impose specific requirements in relation to the disclosure of climate change-related information, the general requirement to disclose material information requires disclosure of the material climate change-related risks and impacts for an issuer s business in the same way that they require disclosure of other types of material information. Through the Project, we received significant feedback from issuers, users and other stakeholders with respect to the materiality of climate change-related information. As discussed in section 4.1, when we questioned issuers about the omission of climate change-related information from disclosure, their principal explanation was that they only disclosed such information to the extent it had been determined to be material, and that other information was omitted because they concluded it was not material. On the other hand, most of the users consulted considered climate change-related risks to be a conventional business issue affecting issuers in a wide range of industries, and not solely a sustainability or environmental issue. In their view, the significance of these risks is not adequately reflected in the CD documents of Canadian issuers. This divergence of views on the materiality of climate change-related risks and opportunities was a central and recurring theme that arose throughout the Project. During our Consultations, certain users emphasized the weight they placed on climate change-related risks in making investment and voting decisions. Some users indicated that when issuers do not disclose material climate change-related risks or a relevant discussion on the matter in their regulatory filings, they are often unsure as to whether the issuer has: (i) performed an informed analysis of the impacts of climate change and determined they are not material; or (ii) substantially overlooked climate change as a potential source of material risks to their business. As a result, these users were of the view that issuers should be required to disclose whether they specifically considered climate change-related risks and opportunities in their materiality assessments and if they concluded that such disclosure was not material, to provide disclosure to this effect. We note that a requirement to provide negative assurance of a specified risk would be a departure from current Canadian securities disclosure obligations, which only requires disclosure of material risks. As noted above, based on the Issuer Survey, the most prevalent reason offered by issuers that do not disclose climate change-related information is that they are of the view that it is not material to them at this time. Through our Consultations, many issuers confirmed they have processes in place to identify and assess significant risks, including climate change-related risks. However, in their view, uncertainty with respect to the timing and measurement of climate change-related risks presented a particular challenge with respect to assessing their materiality and, consequently, their inclusion in or omission from regulatory filings. Further, many issuers stated that the extent of estimates and assumptions required to determine potential impacts associated with climate change-related risks can preclude them from having a reasonable basis for purposes of disclosure.
-17- i) Uncertainty regarding the timing of climate change-related risks Based on our Consultations, it is apparent that many issuers and users share the view that the timing of climate change-related risks and impacts presents a significant challenge for issuers in assessing materiality. Some users were of the view that issuers used a short-term outlook to identify and assess material climate change-related risks and opportunities, which resulted in a lack of climate change-related disclosure. Many users also viewed climate change-related risks as being likely to have a more imminent impact than some issuers currently acknowledge, citing recent examples of extreme weather events in Canada and abroad. We also noted that some issuers and their advisors tended to place greater emphasis upon risks which were expected to have a material impact on the issuer in the near term, as these impacts are more readily ascertainable and more easily quantified. Some issuers also advised that they emphasize more imminent risks in recognition of the priorities of their investor community, which may be focused on short-term rather than long-term considerations. ii) Uncertainty regarding the measurement of climate change-related risks Uncertainty associated with the measurement of climate change-related risks also impacted issuers materiality assessments. For example, in the Disclosure Review, we found that while 43% of issuers specifically mentioned physical climate change-related risks in their regulatory filings, most issuers did not quantify the potential financial impact of those risks. Some issuers also noted that to the extent that they are able to identify specific potential physical and other effects of climate change, it was only possible to disclose the existence of the risk, but not to quantify it. In our Disclosure Review, we also found that relatively few issuers quantified the impact of regulatory risks, although as noted in SN 51-333, Item 5.1(1)(k) of Form 51-102F2 requires an issuer to disclose the financial and operational effects of environmental protection requirements in the current financial year and the expected effect in future years. When questioned regarding the absence of quantified impact in their disclosures, the most common response issuers provided was that the current regulatory impact is generally not material at this point, and that there is too much uncertainty to reasonably estimate the potential impact of future regulations. This contrasted with the views of many users, who suggested that the impact could be measured, for example, with regard to national commitments under the Paris Agreement. In certain instances, although issuers did not specifically refer to the term climate change in identifying risks, they nevertheless identified potential risks which may be influenced by climate change, such as extreme weather, natural disasters, and access to water, and discussed the implications of these risks for their business. When queried as to why these risks were not identified specifically as climate changerelated risks, several issuers explained that these physical risks could occur (and had been identified as material risk factors) independent of any climate change-related impacts, and that attributing such risks to climate change to the exclusion of other factors was neither necessary, nor appropriate. In addition, some issuers noted that it is not yet possible to ascertain the incremental impact and materiality of risks specifically attributable to climate change, in isolation from other factors. With respect to the other risk factors identified in relation to the issuer s market, reputation and regulations, several issuers noted that while many of these risks could be influenced or exacerbated by climate change, there are several other factors that also influence them, such as competition, market price fluctuations for inputs and outputs, and technological advancements. As many of these other factors posed more significant and immediate impacts, these issuers did not highlight climate change as a main contributor to such risks. While some issuers appeared to lack familiarity with the risks and impacts of climate change, and the expertise to assess them, it must also be acknowledged that the precise impacts of climate change, and their magnitude and timing, are not yet certain and, in some instances, unlikely to be known for some
-18- time. Consequently, some issuers noted that consideration of both quantitative and qualitative factors in determining materiality must, in some cases, be based upon extensive assumptions and estimates which may limit the usefulness and reliability of the resulting disclosure. They also noted that this uncertainty presents significant challenges given their need to ensure that disclosure is verifiable and has a reasonable basis in light of the potential for liability for such disclosure. 4.3 Users perspectives Key Points Substantially all of the users we consulted were dissatisfied with the current state of climate changerelated disclosure, and believe that improvements are needed. Users consulted with were not a homogenous group and as a result, informational needs varied. Substantially all users were also of the view that issuers in many industries will be affected by climate change-related risks, and should provide disclosure regarding their governance and oversight of such risks. Some users suggested that the current disclosure requirements, supplemented by additional guidance and education, may be adequate to provide better disclosure of climate change-related risks, opportunities and impacts, while others maintained that new disclosure requirements should be imposed. Users views also differed on whether issuers should be required to disclose GHG emissions and/or scenario analyses in their regulatory filings. Several of the users we consulted acknowledged that it may be appropriate for new disclosure requirements to apply differently to issuers based on exchange listing, size or industry. As noted earlier, most of the users consulted considered climate change-related risks to be a conventional business issue, rather than a narrowly focused sustainability or environmental issue. We also found that substantially all users expressed general dissatisfaction with the current state of climate change-related disclosure being provided by issuers, noting that in many cases disclosure is not provided, while in other cases much of the disclosure provided is boilerplate, vague or viewed as incomplete. As a result, users were of the view that these deficiencies negatively impacted their ability to make investment and voting decisions. A number of users also found the climate change-related disclosure provided by issuers lacked clarity and consistency, which limited their ability to compare such disclosure between issuers. As a result, substantially all of the users we consulted were of the view that enhancements to improve the current state of climate change-related disclosure were needed. We also found that the users consulted were not a homogenous group. Informational needs varied, in some cases, arising out of fiduciary duties or other obligations. For example, some investors employed long-term investment strategies and therefore required disclosure to address such needs, whereas other investors had shorter investment horizons. In other cases, users sought disclosure of GHG emissions based on commitments to measure, disclose and reduce the carbon footprint of their portfolio, whereas others noted that GHG emissions did not factor into their investment decision making. As a result, we found that while substantially all users agreed that improvements to the current state of climate changerelated disclosure were needed and had generally agreed upon a number of areas of enhancements, there was also a lack of consensus in other areas, including with respect to the reporting of GHG emissions and scenario analysis. i) Areas of consideration Substantially all of the users consulted were of the view that climate change-related disclosure enhancements are needed. Specifically, the users consulted generally agreed that: (i) disclosure of issuers